Helen Of Troy To Acquire Kaz Inc.

EL PASO, Texas, Dec. 9 – Helen of Troy Limited (NASDAQ, NM: HELE), designer, developer and worldwide marketer of brand-name personal care and household consumer products, announced today that it has entered into a definitive merger agreement to acquire the business of Kaz, Inc., for $260 million in cash, subject to certain closing working capital and other adjustments. The acquisition is expected to close by December 31, 2010, subject to the closing of financing for the transaction and other customary closing conditions, including regulatory approvals.

Based in Southborough, Massachusetts, Kaz is a world leader in providing health care and home environment consumer solutions. Kaz markets its products to leading retailers under a variety of brand names, including Vicks® and Braun® under license from The Procter & Gamble Company, Honeywell® under license from Honeywell, and Stinger®, Softheat® and Kaz®, owned by Kaz, Inc. Product categories include vaporizers, humidifiers, digital, infrared and non-invasive thermometers, blood pressure monitors, hot/cold health care therapy, air purifiers, seasonal humidifiers, heaters, fans, and dehumidifiers, and lawn and garden products. Kaz products are sold in the United States and throughout the world. Sales for the next twelve months ending December 31, 2011 are expected to exceed $400 million. The acquisition is expected to be accretive to Helen of Troy’s earnings per share in fiscal year ending February 29, 2012.

Gerald J. Rubin, Chairman, Chief Executive Officer and President, stated, “We are very excited about welcoming the Kaz organization into Helen of Troy. Kaz is a world-class business with excellent leadership with significant potential for growth, both domestically and internationally. We are pleased that Julien Mininberg, Chief Executive Officer of Kaz, and his talented management team will be joining our Helen of Troy family. Kaz’s business and culture will continue to operate as it has in the past. Helen of Troy, through the addition of the Kaz business, will have combined annual net sales revenue in excess of $1.1 billion in fiscal 2012. Helen of Troy and Kaz are committed to together building a world class consumer products company that uses its impressive stable of global brands, its outstanding people, and its strong capabilities to drive shareholder value.”

Richard Katzman, Chairman of Kaz, Inc., stated, “After 84 years and three generations, the Katzman family is very pleased that Kaz will continue to operate as a vibrant part of the Helen of Troy organization. They have built an outstanding company that shares the same entrepreneurial culture and core values that have been essential to our success. I believe the combination of these two market leaders will be very powerful.”

Julien Mininberg, Chief Executive Officer of Kaz, stated, “We are excited to be joining the Helen of Troy family. Their well-respected expertise in worldwide sourcing, marketing and distribution of consumer products will complement our own. The increased critical mass will enhance our ability to maintain and expand our leadership role in the markets we serve. Helen of Troy’s financial and sourcing strengths make for a uniquely compelling business combination for the Kaz team.”

Helen of Troy Limited intends to finance the acquisition through its existing working capital and through debt financing, which has been committed by Bank of America. BofA Merrill Lynch acted as financial advisor to Helen of Troy Limited in connection with the transaction. Sawaya Segalas & Co., LLC(1), a leading consumer investment banking firm, acted as exclusive sell-side advisor to Kaz, Inc. in connection with this transaction.

CONFERENCE CALL AND WEBCAST INFORMATION

A conference call will be held at 11:00AM EST today, at which time we will further discuss the acquisition in more detail.

Members of the news media, investors and the general public are invited to access a live broadcast of the conference call and a copy of the presentation regarding the Kaz acquisition via the Investor Relations page of the Company’s website at www.hotus.com . The event will be archived and available for replay through January 31, 2011.

(1) Securities offered through Sawaya Segalas Securities, LLC This press release may contain forward-looking statements, which are subject to change. The forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Any or all of the forward-looking statements may turn out to be wrong. They can be affected by inaccurate assumptions or by known or unknown risks and uncertainties. Many of these factors will be important in determining the Company’s actual future results. Consequently, no forward-looking statement can be guaranteed. Actual future results may vary materially from those expressed or implied in any forward-looking statements. The forward-looking statements are qualified in their entirety by a number of risks that could cause actual results to differ materially from historical or anticipated results. Generally, the words “anticipates”, “estimates”, “believes”, “expects”, “plans”, “may”, “will”, “should”, “seeks”, “project”, “predict”, “potential”, “continue”, “intends” and other similar words identify forward-looking statements. The Company cautions readers not to place undue reliance on forward-looking statements. The Company intends its forward-looking statements to speak only as of the time of such statements, and does not undertake to update or revise them as more information becomes available. The forward-looking statements contained in this press release should be read in conjunction with, and are subject to and qualified by, the risks described in the Company’s Form 10-K for the year ended February 28, 2010 and in our other filings with the SEC. Investors are urged to refer to the risk factors referred to above for a description of these risks. Such risks include, among others, the departure and recruitment of key personnel, the Company’s ability to deliver products to our customers in a timely manner, the Company's projections of product demand, sales and net income (including the Company’s guidance for Kaz’s sales for 2012 and the fact that the acquisition will be accretive) are highly subjective and our future sales, net income and earnings per share could vary in a material amount from our projections, the Company’s relationship with key customers and licensors, the costs of complying with the business demands and requirements of large sophisticated customers, the Company’s dependence on foreign sources of supply and foreign manufacturing, the impact of changing costs of raw materials and energy on cost of goods sold and certain operating expenses, the inability to liquidate auction rate securities, circumstances that may contribute to future impairment of goodwill, intangible or other long-lived assets, the risks associated with the use of trademarks licensed from third parties, our dependence on the strength of retail economies and vulnerabilities to a prolonged economic downturn, the Company’s ability to develop and introduce innovative new products to meet changing consumer preferences, disruptions in U.S. and international credit markets, exchange rate risks, expectations regarding acquisitions and the integration of acquired businesses, the Company’s use of debt and the constraints it may impose, the risks associated with tax audits and related disputes with taxing authorities, potential changes in laws, including tax laws, and the Company’s ability to continue to avoid classification as a controlled foreign corporation.

Honeywell is a trademark of Honeywell International Inc., used under license by Helen of Troy Limited.
This product is distributed by Kaz USA Inc. under license from The Procter & Gamble Company, Cincinnati, OH, USA. The VICKS and ZZZQUIL trademarks are owned by The Procter & Gamble Company.
These products are manufactured by Kaz USA, Inc. and Kaz Europe SA under a license to the 'Braun' Trademark. 'Braun' is a registered Trademark of Braun GmbH, Kronberg, Germany.